Decepticon Rebels
by Brawl499
Summary: Set before the events of Revenge of the Fallen, Barricade has been labeled a deserter by Megatron and targeted by Lockdown as a result. With the unexpected arrival of the Combaticons, and the resurrection of some old faces, will Megatron finally get what he desires, or will his brash actions against Barricade snowball until his own men are against him?
1. Chapter 1

_At an abandoned scrapyard just outside of Venezuela…_

It was just another day for the air commander. However, considering Megatron's current method of dealing with things some might consider him an ex-air commander. All Starscream did was sit around or patrol the scrapyard they had to call home after losing in Mission city.

The Constructicons had managed to retrieve Megatron's body and revive him miraculously using parts and cables from this dump, something Starscream didn't necessarily like. It would be better if they hadn't lost so many: Brawl's twin Devastator, Bonecrusher, Blackout, even that little glitch Frenzy helped at least once. It didn't get any better that Barricade was acting up, having abandoned them at Mission City.

Starscream continued to think about how badly things were going until the feeling of his optics meeting the dirt after tripping over an old tank brought him to his senses.

"Grrrgh, worthless scrap!" Starscream growled before getting up and kicking the old tank away. He then proceeded on to his destination, the closest thing to a repair bay they had now, although "chop shop" was more like it. Megatron told him to head there for some reason.

Upon entering the barely held together repair bay he noticed something odd: Megatron and Hook, their medic, standing over what looked like another Decepticon that was laying on the table, with what looked like a dozen more identical units in recharge along the back wall.

"And who is this?" Starscream asked, wondering who the new bot was.

"This, Starscream, is one of about 24 drone units that I was able to build using the scrap from this place." Hook stated, sounding somewhat proud at his achievement.

"And this _thing_ can actually function?" Starscream responded, sounding a bit hopeful that he would actually have something productive to do again.

"Affirmative, completely combat ready: Alt-Mode, weapons, everything." Hook responded, closing the spark chamber on the drone.

"So, Starscream, seeing as you are so eager to lead, I can imagine you have been keeping track of any reinforcements we could be getting?" Megatron stated.

"Yes Megatron, the Combaticons are currently entering orbit along with Fracture and Slipstream. Although there is one, erhm, complication with their trajectory." Starscream stated, sounding somewhat nervous of whether Megatron was going to vent his anger at the mishap on the air commander.

"What do you _mean_ a complication?" Megatron growled, he may have hated Onslaught, but the Combaticon leader's capabilities would certainly help in a situation like theirs.

"Their trajectory shows they are going to land roughly 3 human miles outside of that human NEST base where the Autobots are hiding. Even Onslaught wouldn't be able take on Prime, and I doubt Slipstream would make it very far that deep in enemy territory."

Megatron growled "Very well, if they can't make it out then we'll have to do without them. Starscream, get Thundercracker and Skywarp, you're leading these drones on an assault that will be the first step in our final victory." Megatron stated, slightly grinning at the thought of taking over this pitiful planet.

Starscream nodded and left the repair bay, half hoping that if any of the new reinforcements landing don't make it out, it's that witch of a seeker Slipstream.

Author's Notes

So, that's the first chapter. The new arrivals will be featured in the next chapter, and yes, I'm alluding to a hate/hate sibling type relationship between Slipstream and Starscream.

So, with that said, I needed some exotic place to base the Deceptions seeing as how this is pre-ROTF, so Megatron doesn't have his hobo camp in Africa like in the third movie. The idea for Venezuela in particular came from playing Mercenaries 2 lately, so it was just one of the first things to come to mind.

Finally, this story will deviate from the movie formula: Additional characters not featured in the movie universe will be featured, and certain characters will appear earlier than they did on-screen. Finally, some characters will actually be coming _back_ from the grave, and the fate of any one character isn't necessarily sealed just because of what happened to them in the movies.


	2. Chapter 2

_Nevada Desert, 5 miles from primary NEST Base in the area….._

Barricade always knew somebody or something would be coming after him eventually, what with his penchant for backstabbing just to get a kick out of the victim's reaction, but he never expected it to be Lockdown as his hunter. Nor did he expect Lockdown's contractor to be Megatron. Evidently vanishing after the mess in Mission City caused Megatron far more ire than he had anticipated.

"Very well then Lockdown. You want to chase me? I'll lead you right into a death sentence for us both." Barricade talked to himself, speeding through the desert in his Saleen alt-form towards a NEST Base that he knew was filled with Autobots, including Prime himself. If Lockdown was going to kill him, at least these Autobots could serve some use and exterminate Lockdown too.

Right on cue, Barricade could see the faint image of Lockdown's alt-mode tearing through the desert trying to catch up with him, and what little functionality his radar systems still had said that a force of NEST-affiliated humans and three Autobots were moving to greet him from the front. It'll be one great collision, and he'll be in the middle of it. Seeing Lockdown inch closer and closer, Barricade tried to stay just a small ways ahead of Lockdown's preferred firing range, needing just a little bit more time to lure him into the Autobots.

Seeing his opportunity, Barricade successfully identified what looked to be Ironhide, Ratchet, and the little pest Bumblebee speeding towards him with an entourage of NEST vehicles. Transforming back to his bipedal form, Barricade shifted out into a forward roll before leaping into the air, twisting 180 degrees to meet an also transforming Lockdown's head directly with his fist.

Connecting with the punch, Barricade tumbled back-first into the ground, kicking up a large dust cloud as Lockdown was knocked away. Both Decepticons getting to their feet again, the three Autobots stopped to watch in confusion as what they thought was a daring two-bot raid turned out to be a completely unrelated chase.

"You want to kill me?! Come and try!" Barricade yelled, leaping towards Lockdown before wrapping his arms around Lockdown's abdomen, taking both of them to the floor once again. Quickly pushing to his feet, Barricade tried to at least disorient Lockdown with repeated stomps to the head, some missing while others seemed to have a genuine effect. Catching Barricade's foot, Lockdown threw his target off before rising to his feet again, letting off a low vent when the dust cleared to the sight of Ironhide, Bee, and Ratchet pointing their weapons at him.

"Seems you have some new friends, Barricade. Did Megatron want your spark on his mantle for vanishing when you were needed, or did he fail to mention you siding with the Autobots?" Lockdown taunted, recognizing an outmanned and outgunned situation when he sees one. If he were just a bit closer, he could take Barricade's head and run, but at this distance Ironhide could put a good couple holes in his chest before he could even get within slashing range of Barricade.

"I did not side with them: I merely thought that if I have to die, surely I could at least have them return the favor on my behalf. And you _fell for it_." Barricade taunted, having shuffled back out of Lockdown's immediate reach and pushed to his feet again.

"Very well, you got lucky. I never miss my mark, but it seems this one will merely be delayed." Lockdown cryptically threatened, turning to walk away before changing into his alt-mode and driving off.

"I guess it's safe to assume that you two aren't friends." Ratchet interjected, still keeping his weapon raised just in case Barricade wanted a fight.

"No, and neither is Megatron. I fought for that treacherous slag-heap's cause with my life, and what does he give in return? He tries to have me brought offline for simply being diverted away from one fight! After all the Autobots I've killed!" Barricade ranted, showing that the feeling of falling out of one's favor was heavily mutual between them.

"Well, if you're not too fond of Megatron anymore, perhaps you could assist us. I'm sure Prime would understand." Ratchet suggested, giving Barricade a good once-over. His plating was dented and in some places missing, his hands were oriented strangely, as if they had been forcefully twisted, and his entire stance was slightly lopsided. On top of all that, the right set of optics were flickering slightly, indicating that all was not well under the surface.

"Join the Autobots? Ha! I may not be on Megatron's side anymore, but never in a slaggin' millennium would I-…." Barricade stopped mid-sentence, noticing as Bumblebee, his worst enemy, was making panicked gestures to Ratchet, as if he were vehemently trying to ward the medic away from the idea. "On second thought, I would like that. So long as you consider me to be an allied associate and not a direct Autobot, I'm sure we can get along greatly."

Letting out a depressed noise, Bee sagged his shoulders, not liking one bit of what this could entail.

"I'm sure we can come to agree with that. Now, lets get back to the base, you look like you could do with a good fix-up." Ratchet suggested, noting that Barricade's ability to function like this was just short of a miracle.

"Pah! I'm fine. Unlike you flimsy Autobots, I don't need your frequent mainten-…." Barricade started to taunt, being punctually cut off as he crossed his arms, causing the wheeled protrusion that extended above his right shoulder to fall off.

_Lockdown must've clipped it when I turned to punch him._ Barricade thought, now feeling like he didn't have a choice, dignity or not. Contrary to popular belief, he _did _know his way around physics, but reattaching lost segments of one's body _properly _was beyond him. "Actually…..I think a good maintenance check is in order."

With the rough introductions out of the way, Bee couldn't help but notice a sort of flicker in the sky, looking like some sort of celestial object that was getting closer.

_Actually, it was getting a __**lot **__closer __**very**__ quickly._

Letting out an alarmed string of beeps, Bee proceeded to tug on Ratchet's arm to get his attention, all the while pointing at the object in question. The whole scene got the message of 'We need to slaggin' move!' across quite solidly. Sprinting out of the way and signaling for the humans that had accompanied them to move back, the whole crowd switched positions as what looked to be a Decepticon ship slammed into the ground nose-first, not 10 feet from where they were standing a moment ago.

Keeping their weapons raised, the group watched the ship intently as one of the airlocks was blown wide open from inside. Watching as the seconds ticked by, two figures eventually crawled out, one a shorter bot on par with the likes of Barricade or Bee, and the other being what looked to be a FemBot Seeker.

"Next time, let someone like me or Blastoff fly the ship." The Seeker groaned, sounding like she was still shaking off an unpleasant landing.

"Aw, c'mon Slip, it was just a _minor_ course miscalculation." The shorter bot defended, evidently the one who was piloting the ship when it went down.

"Swindle, that excuse was even worse than your 'sales pitches'." The Seeker retorted, getting a good look at what was waiting for them as the dust settled on her and her compatriot.

"…..Swindle? Slipstream?" Barricade asked in disbelief, Swindle especially being the last person he expected to see.

"Barricade? Good to see you again. But uh….whats with the _entourage?_" Swindle asked, gesturing to the three Autobots and humans behind Barricade.

"Long story, but the short version is Megatron has turned on me, so I saw my best option as siding with the Autobots. I'm just a Neutral fighting on their side of things, I'm only doing it for the sake of seeing Megatron taken out." Barricade explained, deciding that the whole bit with Lockdown would need to wait for a long rendition of the day's events.

"Swindle, there's been a small change in our plan. Apparantly Megatron's counting us as expended resources, and will consider us hostile if he sees us again. Apparantly we landed near an Autobot base, so he's considering betrayal as the only way we'd survive." A third voice called out from within the ship, which quickly revealed itself to be the Combaticon jet Blastoff.

"Yeah, we already figured out the Autobot part." Swindle snidely replied, gesturing to Ratchet, Bee, and Ironhide.

"Actually….Barricade, you said you were becoming a Neutral?" Slipstream inquired, getting an idea.

"Yeah. Aren't the Combaticons really just a mercenary force? That you aren't a part of?" Barricade questioned, not seeing why she was with the likes of Swindle and Blastoff.

"I'm not a part of their force, but me and Fracture rode along with them in an attempt to get to Megatron. At least, that _was_ the plan. It doesn't sound like that will work anymore." Slipstream explained, the very sound of Fracture's name giving every circuit in Barricade's frame a quick chill.

"Actually….come to think of it, if the Autobots are accepting more Neutrals, Starscream should still be somewhere on the planet as we speak." Barricade informed, knowing that would sell Slipstream on becoming a Neutral near-instantly. She'd give a limb just to harass Starscream, so becoming a Neutral was a painless decision.

"You have my interest…..Will the rest of you be joining me?" Slipstream asked, turning to Swindle and Blastoff.

"We'd have to check in with the boss on it, but if Megatron's turned his back on us, I'm sure he'll agree." Swindle assured as Blastoff went back inside the ship, most likely to relay this new option to their leader, Onslaught.

"This is going to be one hell of a night." Bee pieced together from various radio clips, finding no other way to properly express the current situation from his perspective.

_At Rafael Urdaneta Air Base, Maracaibo, Venezuela. 12:15 AM Local Time…._

The soldiers of Rafael Urdaneta Air Base were gathered outside their usual posts, the lucky ones who had access to binoculars having the best view of two meteor-like objects burning in the night sky. Unlike most comets, these seemed to actually be picking up speed, heading right for them. The soldiers moving to safety, all present braced for impact as both comets slammed into the runway, a mere 20 feet of distance between the two of them.

But instead of a seismic wave eradicating everything within sight as they had expected, the two comets crashed rather harmlessly, not causing a massive explosion or anything. What they had instead was much worse: Two giant robots.

Both seeming to be of a similar physical shape, as both possessed a single, glowing eye on their head, and both had what looked to be a cannon for a left forearm. The two were different, however, in that one was taller than the other, standing at about 72 feet tall with a glowing yellow eye, while its shorter compatriot stood about 49 feet tall with an orange glowing eye.

Walking off in different directions, the shorter one stopped at a Lockheed Martin F-16A Block 15 fighter jet, while its taller partner stopped in front of a Sukhoi SU-30 MK2 fighter jet. Both robots seemingly examining their respective finds, the outer layer on both of them started to change.

The plates began to shift and reorient, until the eventually looked like they were made of the vehicles they had just been looking at, one distinct feature being each one's cannon now looked like it was made of a jet engine with some additional parts and an extended barrel. Finishing their shapeshifting fit as both cyclopean mechs each had a pair of wings akin to those on their respective jets jut out of their backs, the two machines walked back towards each other.

Giving each other a once-over visual examination, both machines nodded in approval, before turning their attention to the humans gathering not far from them. SIlently looking at each other, then back at the humans, the taller of the two machines proceeded to raise its gun arm, before firing off a round of an unknown type at the nearby Air Traffic tower, engulfing the top of it in a ball of fire.

Now outwardly hostile, the shorter of the two extended a small minigun-like protrusion from the back of its wrist before opening fire on the humans, cutting down a sizable number of them before anybody thought to run. Not knowing how to deal with this unknown threat, the Venezuelan troops instead opted to attempt a retreat. Quickly analyzing the typical movement pattern and direction of the fleeing humans, the taller machine deduced they were trying to fly away, an idea which it promptly halted by firing another cannon round into the side of a C-130 gunship not far away.

Saying something to the shorter one in an unknown language, the shorter mech then nodded and moved off towards the clusters of single-seater aircraft nearby, a box-shaped multi-missile launcher jutting out of its right shoulder as it fired off a volley of missiles into the airfield.

Each one going to a different craft, the entire grouping was obliterated in the blink of an eye, any humans who had nearly acquired their freedom being razed in the blast just the same. Now deciding to actually use its cannon, the shorter one fired a round straight through the hood of a Ural-4320 troop truck, causing the entire front end to be obliterated.

Catching sight of another fleeing vehicle, the shorter one turned to face it, a M151 MUTT jeep, before shredding it and its occupants in a hail of minigun fire.

Back with the taller one, it was actually meeting some resistance in the form of a single T-72B1V Main Battle Tank, which had most likely been sacrificing itself to let its comrades flee. Despite being a valiant effort, the tank was pitifully crushed under the taller mech's foot, the mech then lining up a shot on a fleeing C-130, which had actually gotten airborne.

Firing off one round from its cannon, the taller mech landed its shot directly on the right wing, actually splitting it in half in-between the two propellors as the C-130 nose-dove into the ground, crashing in a punctual ball of fire.

And with that, all fell into silence in the base as the two cyclopean mechs examined their reign of destruction, not a single human soul left alive by the looks of it.

"Lord Megatron, this is Shockwave. We have touched down and acquired disguises. No witnesses." The taller mech, Shockwave, radioed in. Signaling for its compatriot to follow, the two Transformers changed into their alt-modes and took off, bound for the junkyard where their leader was presently staying.

Post-Chapter Note:

And with that, I present to you the re-made Decepticon Rebels. I'm sure any of the _incredibly_ few people who probably read the initial rendition will notice some similarities between this and the original version, but it is largely redone and made much better than version 1 in my opinion. Version 1 was _terrible…_

Also, if anybody is curious, that whole event at the end with Shockwave and his mystery companion was an homage to Blackout's base annihilation at the beginning of TF1. That and Shockwave's design does, in fact, rebuke the one from Dark of the Moon: It's not a bad design, I just don't like it for a character I've known most prominently as a cold, logical "computer on legs" as the wiki states. His design in TF3 isn't bad, it's just the whole raspy-voiced assassin schtick would've fit somebody other than Shockwave much better if you ask me.

ALso, I updated my profile with the inspirations that drove some of my ideas (including this story), so if it interests anyone, that should be up on my profile by the time this is publicly visible.

There'll be more chapters on the way, and while it will be revealed later, I'd be interested to see how many people can correctly guess who Shockwave's associate was…


	3. Civil Disputes

Author's Note:

As the past two chapters were, aside from the base attack at the end of chapter 2, just a rewrite of something I had posted then taken down, I'll admit I'm surprised that chapter 3 came as quickly as it did given my previous record on some of my other stories (Still working on improving that.), but there's some things I wanted to mention before but forgot to:

First, Megatron, at this point in the story, is actually his Dark of the Moon version, not his ROTF version. The reason for this is because at this point in the story he's beaten, angry, and not quite in a position to take the Autobots head on like he would want to. As such, my plan for this story is to actually ret-con Galvatron in Age of Extinction: That Galvatron does not and will not exist here, instead it'll be his ROTF appearance, which he will acquire later through events I won't spoil here.

Second, the company in AOE that made Stinger doesn't function in the same way here. It still will exist, but the role it'll play in this story is much different than in the movie. Also, Transformers like Stinger will still exist, but one key difference is I intend to depict him as an actual match for Bee, not just a half-assed Doppleganger. I'm not going to spoil _how_ he comes into the story, but he will be in this.

Third, this story will make nods, references, and features to all sorts of TF media, pulling characters that weren't in the movies in any way and featuring them here, and even featuring design aspects and named weapons from the War for Cybertron and Fall of Cybertron games, something some people might actually notice in this chapter.

Finally, I had a question: I noticed when I was planning out the long-term direction of this story that if I, being a flat-out Decepticon fan, were to have every 'Con that I like become Neutral so that I could write scenes with them more often, it would pretty much get to a point where it's eventually just Starscream and Megatron against everybody else. To counter this, I had an idea to do a second story in tandem with this one that is essentially a Movie-Universe version of the Shattered Glass concept started back in 2008, where the role of which side is human friendly is essentially flipped.

The reason I'm mentioning this now is I wanted to get a few opinions on the idea of doing that while also keeping up with this story. I'm heavily leaning towards it, but I still want more than just my own opinion on it.

Chapter 3: Civil Disputes

"So, is this some sort of sick joke?" Lennox asked as he looked at his new 'partner'. Staring back down at him was the Combaticon Vortex who, despite not looking exactly like Blackout, still carried a tiny bit of stigma in Lennox's mind due to his helicopter alt-mode.

While most of his body varied, Vortex possessed nearly the exact same head design as Blackout, and even the same 'head-spikes' as Blackout, but he had 8 instead of Blackout's 4.

His chest consisted of an interlocked array of metal plates, creating a smoothed torso which was thinner around the abdominal area and thicker near the shoulders, the cockpit glass of his Mi-24D Hind-D alt-mode split in half down the middle to cover his shoulders. His rotor blades, unlike Blackout's, were retracted within his back, looking like four small spikes jutting out in an X-shape in the middle of his back.

His legs were reverse-jointed, with thick frontal plating on his shins and thighs, and two large, sharp toes in the front with a third in the back pointing the other way for stability. Resting on top of each shoulder were two of his four alt-mode's missile pods, and he had moderately armored forearms with five thin, clawed fingers. His entire frame was colored in a light tan desert camo, the color of his alt-mode.

"I don't believe so, but I don't know much about what certain humans may find funny." Vortex responded, looking down at his assigned 'partner' who seemed none-too-pleased to be working with what was, at its basest concept, a Decepticon Helicopter. He may _technically_ be a Combaticon, but that detail did little to make things better for Lennox.

"Relax. It could be worse: You could be stuck with Blast Off and be bored to tears floating in near-orbit all day." Swindle joked, prodding at Blast Off's tendency to hover high above the battlefield and just watch. Swindle, having used a sturdy off-road alt-mode back on Cybertron, was given a dark tan and black Jeep Wrangler Mopar Recon alt-mode, as nobody trusted a Decepticon with a name like _Swindle_ with an alt-mode that gave him implied authority over civilians like a Humvee.

His alt-mode had a few aftermarket accessories, including an additional two lights/winch setup mounted in front of the grill, a row of 4 additional lights mounted on the roof just above the windshield, and additional ramming power in the front in the form of a large metal fork-like protrusion, akin to what was on Bonecrusher's alt-mode, fixed in place below the winch and stretching forward at a downward angle until it touched the floor.

Some of these aspects were even visible in his bipedal form, as his upper chest was comprised of his alt-mode's grill and light/winch attachment, which was split down the middle and pulled in closer towards his chest. He had a face more like Lockdown and Optimus, with an actual mouth, a flattened nose-like design in-between his eyes, and two individual optics, though in combat situations a mouthguard would come out and a solid, dark green visor would slide out from above his brows to conceal and protect his optics.

Mounted on his shoulders were the four roof-lights of his alt-mode, split into two groups of two for each shoulder. His arms were moderately sized, with armor plating concealing most-all of his inner-workings with five thin, rectangular fingers, unlike the wiry claws present on Vortex. Mounted within and visibly sticking out of the side and back of each shoulder were his alt-mode's two front tires, with his two back tires being located visibly jutting out of the back of his shins, placed right above his feet, almost directly on top of the ankle joint.

His legs were equally armored, being normal, human-like jointed legs unlike Vortex. Most of the armor plating went into his shins, with two rectangular, long blocks for front toes and a trio of similar blocks jutting out of the back for stability. Lastly, the 'forks' mounted under his winch setup were present on his abdomen, being bent around his frame and facing in towards each other, giving off a sharp, ribbed look.

Blast Off, unlike Swindle, had been given some special treatment: NEST had located and dusted off an old SR-71 Blackbird just for him, as its high-altitude capabilities suited him perfectly as a disguise.

Blast Off stood much taller than Swindle, roughly on-par with the likes of Blackout, Vortex, and Slipstream, and possessed reverse-jointed legs with flat, blocky shins and toeless feet, and an additional thruster on the bottom of both feet. His thighs were a bit thinner as a result, and his torso consisted of a similar shape to Vortex: starting thin at the waist and progressively getting wider to form a broad-shouldered upper torso, with the two main engines of his SR-71 alt-mode visible on his upper back side by side.

His arms were long, and thick in the bicep, but thin in the forearm, with five thin, clawed fingers. Underneath each forearm was a sharp fin, most likely part of the edge of his alt-mode's wings, that served as a sort of arm-blade for close quarters fighting. His head had a perpetual mouthguard instead of a conventional mouth, with two individual red optics and a small fin that ran from just above his brow line all the way over and to the back of his head, right down the middle. His entire body was black, with small traces of red along the edges of his arms and legs and various red symbols on his chest.

Looking towards the far side of the hangar to where Blast Off was located, they also caught sight of Onslaught and Brawl.

Onslaught was actually given two things to scan, as he was a Triple-Changer. His first alt-mode was an MRAP Devinator armored vehicle, painted in a light tan coloration. As two ground vehicle modes would be pointless, and he was incapable of flight, Onslaught's second alt-mode is instead an M777 Howitzer gun, his version being twice as large as a human-made M777 to compensate for his increased size.

Small elements of both forms were visible in his bipedal form, two of the 6 wheels of his Devinator form being visible on the outside of each of his thighs, the last two being in his forearms, just behind the wrist joint. In addition, his biceps bore heavy resemblance to the midsection of his Devinator form, consisting of many of the external plates being bent and folded to his shape. His forearms had less direct resemblance, looking more like generic tan plating concealing the inner workings of his arm, with a hole in the sides near the wrist, leaving the wheel in each forearm visible from the side. He possessed rectangular fingers of a decent thickness, essentially sized-up versions of what Swindle possessed.

His upper chest bore a slight resemblance to the grill and hood of his Devinator form, with the abdomen taking on a more mechanical look, with exposed dark green pistons in addition to the armor plating, the visible color difference being attributed to his M777 mode. His legs as a whole were more split, with the outside being a light tan color while the inside was dark green, all the way down to the feet.

As such, the outside was more plated and concealed while the inside consisted of more visible pistons and tubular metal instead of flattened armor plate. His feet bore a close resemblance to those of the fallen tank Devastator, consisting of an almost indescribable mess of interconnecting metal beams and plates to create a very square, yet open foot design.

Onslaught's head was the least human-like, consisting of a dark tan visor with a matching mouthguard and a head that almost invoked a resemblance to a hood, with a flexible Cybertronian alloy in a dark tan coloration concealing most of his head except for the face.

Brawl's alt-mode was actually custom, having taken the vehicle he was given to scan and redesigning it to accommodate his form. While the base vehicle was a normal Russian T-90 tank, when Brawl scanned it, his alt-mode became a T-90 with a second swivel-top and main gun mounted directly on top of the first, making for a total of two 125mm guns directly above one another that can point in different directions, both possessing a 360 turning radius. Mounted on top of the second 125mm platform were four KPV Heavy Machine Guns, one stacked on top of the other in two stacks of two.

In-between the two KPV stacks was a single 75mm Pack Howitzer, the fact that everything was loaded internally due to not being an actual Pack Howitzer making the thought of such a weapon being in a place like this much more feasible. As if that wasn't enough, there were also two M61 Vulcan Miniguns jutting out of the main body in the front, each one being oriented near opposite ends of the tank's front side. How Brawl copied a design for a fixed-wing aircraft minigun when he was a tank, nobody cared to ask.

Brawl was currently in his bipedal mode however, which consisted of a broad upper chest, shielded with thick, overlapping dark green plating. His shoulders weren't too heavily armored, but were covered with a segment of his tank treads, which draped over the sides of his biceps and trailed down to his elbows. His forearms were more thickly armored, with two of the KPV guns from his alt-mode mounted side-by-side on the back of each forearm. His fingers were rectangular much like Onslaught's, and possessed a small serrated line running down the inside middle of each one to allow him to better grip opposing Transformers.

His legs were normal biped legs, with average armored thighs and thick shins, the remainder of his tank treads visibly running down the middle of his shins in the front and wrapping under his feet before coming up the back, forming an enclosed tread running down the middle of his shins and feet with two large toes, one on either side of the tread.

"So, you have agreed to become Neutral. Is this correct?" Optimus questioned, not entirely sure if the Combaticons could be trusted.

"You would not be mistaken. I may have killed many of your kin in the past, and directed operations that killed many more, but I believe in a code of honesty to those you choose to ally with. Megatron seems to have taken a policy of extermination towards those not immediately loyal to him, so I'm sure we'd become targets. As such, neither me nor the other Combaticons pledge any future service to Megatron." Onslaught explained, always having possessed a sort of leader-to-leader respect for Optimus.

"Doesn't help that Megatron's leadership skills have fallen from grace. All of them except Starscream dead to a bunch of humans, and most of them not even fought by you? Just pathetic…." Brawl passively insulted, feeling that Megatron's leadership in Mission City left a lot to be desired.

"We'll see if he gets as lucky this time. He may be a coward, but he rarely had to fight any opposition that could meet him on an even playing field." Slipstream interjected, walking in after having just scanned an alt-mode.

Now possessing the form of an AV-8B Harrier II VTOL Jet, Slipstream's appearance reflected it. She possessed nearly the same head as Starscream, being a merely generic design shared among all Seekers, with the main difference in hers being it was sized down a bit, with less pronounced, more feminine-like features in the face compared to Starscream. Her chest was far less broad than Starscream's, being a more condensed block versus Starscream's wedge-shaped body.

Her arms were small-to-moderate in size, with half of each of the two main engine systems on the side of her alt-mode pointing straight up and mounted on the side of each bicep, with forearms that were heavily coated in armor plating and possessed a small fin-spike jutting out of each elbow. Her hands were long and clawed, with a small thruster in the palm of each hand.

Its intended purpose upon her creation was most likely to assist in directional flight in biped mode, but she has sine found a greater use for the thrusters as CQC tools, grabbing enemies before firing up the jets as a quick high-heat burst.

Her thighs were much thicker than Starscream's, with armored shins, and reverse-jointed legs possessing four-toed feet. Three toes in the front with a stabilizing one in the back, and a small thruster on the underside of both feet to enable her to float in biped mode.

"Speaking of evenly matched opponents, where's Barricade? I'm sure Fracture's making him enjoy the thought of deactivation right now." Swindle asked, him and Vortex coming up to join the group.

"He's back there. Fracture's not nagging his head off, but she's certainly kept him quiet. If you ask me I think he's almost afraid of her." Slipstream explained, pointing to the area she had just come from. Wanting to see what it was like, Swindle and Vortex moved on, leaving Optimus and Onslaught to continue discussing the terms of their Neutrality.

"Alright, there's been sighted Decepticon activity in Burnsville, Minnesota. The plan is we try to herd 'em out into the non-populated areas and take them out where nobody'll be looking." Epps explained, standing in front of a digital monitor display picturing a map overlay of Burnsville, Minnesota. Standing in front of him was Bee, Barricade, the Sports Bikes Chromia and Arcee, and Sideswipe. "To minimize the chances of these guys slipping past us, all of you will be going, as well as Swindle and Fracture. Vortex'll be providing air support and watching over to make sure we don't lose them."

"So long as Fracture doesn't level half the town and the yellow twerp over here stays out of my way, we should manage quite well." Barricade assured, giving his enemy Bee a slight glare.

"I know enough about soldiers to say I'll let you two figure that out on your own time. For now, we leave at sundown and travel overnight, since a mobilization like this'll catch a lot of attention if we leave now." Epps explained, before dismissing the Cybertronians as they all went off to different parts of the base until sundown.

_Later that day, rural Illinois…._

A small group of police were stationed outside of an abandoned farmhouse not too far from Chicago, having been sent there to wait and watch in the event of any unlawful meetings in the vicinity. The group's transport consisted of two black Police Camaros, and one black Cadillac Escalade SUV. The entire group, consisting of 8 officers in total, were becoming increasingly bored as not a single shred of any signs of human activity were occurring in the area.

And then, with almost no warning, a trio of comets absolutely obliterated the farmhouse they were scoping out.

"The hell?!" One of the officers in the SUV yelled in surprise, having gone from nearly asleep to wide awake faster than you can say 'turn of events'. Deciding to investigate, two of the policemen in the SUV got out, each taking an AR-15 rifle with them.

Closing in with rifles raised, the two cops stopped cold when they could hear the sound of something almost growling, akin to a very big wild animal. Becoming uneasy, one of the policemen pulled out a flashlight that was mounted on his belt and turned it on. Pointing it in the direction of the noise, the policeman almost dropped his flashlight as the light revealed a face.

A very large, metal, tooth-filled face of an unknown creature. It was a quadruped by the looks of it, with a fat, stocky body and a row of spikes running down its back. Walking forward out of the searing hole in the ground it had created, the quadruped slowly stepped close to the stunned police officers, bringing its head so close to one officer that it almost touched him. Examining the human closely, the quadruped eventually brought its head back, before lunging forward and almost eating the human.

Getting the human halfway into its mouth, the quadruped bit down and lifted the policeman into the air, shaking him left and right until his lower half ripped off, the quadruped spitting up the upper half shortly after.

Not wanting to be alien dog chow, the other policeman opened fire with his AR-15, the 5.56 rounds harmlessly pinging off the creature's body. Making a motion to help their ally, the other police turned on their respective vehicles, turning the headlights on full to give a better sighting on the creature.

Instead, they found, to their horror, that there were two more machines standing there, on either side of the quadruped. Both were bipeds, and similarly structured, with the key defining aspect between the two being that one had a taller, angled forehead, as well as large curved objects coming off of its shoulders, while the other had a smaller, less grandiose head and no shoulder curves.

"Open fire!" One of the policemen yelled, all of the remaining cops having disembarked from their vehicles and drawn weapons, with one wielding an 870P shotgun taken from one of the squad cars.

Deciding to retaliate, the two bipedal machines stepped forward, the one with no shoulder curves charging forward before snatching up the other AR-15 policeman, throwing him over the heads of his brethren into a tree, promptly breaking his back. Stopping to look at one of the squad cars, the shoulder curve-less machine stared as if in deep thought, before its external plates started to shift. Very little actual visual difference seemed to occur, but once its plates were done shifting, the machine's right arm drastically changed shape, causing the police to stop firing.

"What the hell….." one of the policemen muttered, watching as the machine's right forearm seemed to change into a gun, possessing a long barrel with an orange glow at the end. Watching as the barrel seemed to shrink in size, they realized all too late that it was only chambering a round as various panels and other objects at the base of the forearm shifted around, before a glowing hot shell casing was ejected from the firearm. Aiming at the squad car it was examining, the machine fired a round through the side windows, blowing the doors on the opposite side clean off before firing a second round further back along the car, detonating the gas tank.

Following suite, the quadruped began examining the SUV, completely uncaring of its human assailants as the other biped started to take a closer look at the other squad car. Once they had gone through the same process as the shoulder curve-less biped, the quadruped turned to lash at the nearest human, crushing him underfoot as the other biped shifted its right forearm into some sort of 16-barreled dual-minigun rifle, one set of barrels placed slightly up and to the side from the other.

Opening fire on the car it had just scanned, the second biped absolutely demolished the squad car as the quadruped leapt onto the SUV, flattening it under its weight. Turning to attack the last of the humans, none of the three machines noticed as a white and blue towtruck slowly drove up, being attracted by the commotion.

"Optimus, Longarm calling in. I have a positive ID on Crankcase, Crowbar, and Hatchet in rural Illinois, moving to engage." Longarm called in, transforming in a vain attempt to stop the three Decepticons from killing the last of the human police. Drawing his Path Blaster magnum, Longarm opened fire, throwing a rampaging Hatchet off-balance with a blow to the front left shoulder.

Noticing Longarm, Crankcase and Crowbar both opened fire, Crowbar managing to tear Longarm's crane in half with a well-placed Path Blaster shot of his own. Stumbling back from the force of having his crane ripped off, Longarm started to rethink his decision, turning around and transforming before driving off.

Not wanting any witnesses, Crankcase, Crowbar, and Hatchet transformed into their newfound alt-modes before giving chase, having only one goal in mind: Disassemble Longarm.

Hatchet choosing to merely speed as fast as physically possible at Longarm in a straight line, Crankcase and Crowbar took a more complex approach and unveiled onboard weaponry, two automatic rifles emerging from each one's hood while two more machine guns emerged from each one's roof, while a single, exposed missile jutted out on either side of both cars from the front doors.

Letting loose, both bipedal Decepticons opened fire in full force on Longarm, the missiles landing dangerously close on either side of him as the machine gun fire alternated between hitting and missing as the Autobot tried to sway left and right to avert their aim. Eventually Longarm's luck ran out as a lucky rocket from Crowbar landed right next to him, impacting right under the back right tire and launching him into the air.

Transforming mid-flight, Longarm crashed shoulder-first into the ground in bipedal mode quite hard, having enough grace to perform a shoulder-roll with his momentum to rise to his feet quickly. Turning to face his assailants, Longarm did so just as Crowbar sped in, transforming as well before delivering a flying knee to Longarm's head. Being knocked right on his back by the blow, Longarm quickly retaliated, bringing both legs in before kicking out, hitting Crowbar right in the chest as he tried to leap again.

Pushing to his feet, Longarm had more luck with Crankcase, delivering a right hook to Crankcase's head as the Decepticon tried to rush in and impale him in the abdomen with a wrist blade. Knocking the Dread Commander away, then came Hatchet, blunt as ever in its attempt to barrel right into him with all its weight. Side-stepping, Longarm got his arms around Hatchet's neck before lifting the massive Cybertronian hound into the air, throwing it on top of Crankcase as Crowbar came back for more.

More prepared than Crankcase was, Crowbar actually put up a half-decent fight, landing a forward kick to Longarm's thigh to disrupt his stance before digging his claws under one of Longarm's shoulder plates, taking it with him as Longarm unwittingly pushed him away. Throwing the now-detached shoulder pad back at its former owner, Crowbar used it as a distraction as he closed in, landing a right hook, then a left hook, then a right uppercut, and finally a roundhouse kick to send Longarm on his back again.

"Looks like somebody's been practicing for a while…." Longarm groaned, spitting out a small chunk of debris as he rolled over and stood up again. Not expecting Crowbar to be on him so soon, the Autobot was surprised as Crowbar leapt onto his back, digging his toes into Longarm's hips and gripping the half of a crane still sticking out of Longarm's back with his left hand.

Now effectively rodeo-riding the Autobot tow-truck, Crowbar unveiled his Path Blaster on his right arm once again, trying to jam it up against Longarm's neck joint and failing to do so as Longarm thrashed around. With the other two Dreads back up, Longarm decided to deal with both problems at once and took Crankcase head on, opting to fight him and Hatchet since the constant movement and jumbling around would continue to throw off Crowbar's aim.

Blocking another wrist-blade swing from Crankcase, Longarm retaliated with an uppercut to the upper chest, knocking Crankcase up and back a bit as Hatchet barreled in again, head-butting Longarm in the legs. Causing the Autobot to lose his stability, Longarm started to fumble around, getting lucky as a haphazard right swing managed to catch Hatchet in the jaw.

His luck quickly fading, everything seemed to go out of focus as that fatal bang could be heard, Crowbar having aimed for a bigger target. Turning his head to the right, Longarm watched in silent horror as he could see the barrel of Crowbar's Path Blaster, the sight of molten metal edging standing out in his vision as his right arm fell to the ground, Crowbar having blown the entire thing off by firing at the connecter joint in his shoulder.

The grim reality of things starting to set in, Longarm tried futilely to kick at Crankcase, who instead merely punched straight forward with his wrist blade, impaling Longarm's right foot through the bottom. Now stuck standing on one leg, the situation only got worse as Crankcase twisted his blade and jerked it to the left, ripping Longarm's right shin and foot off. Now hopping around on one leg, Longarm's life force faded even further as he could feel a burning sensation in his back, Crowbar having fired another round into the machinery in his back. The resulting blast weakened the joints in his crane assembly, enabling Crowbar to pull backwards and rip the entire thing off as he kicked off of Longarm's back.

The Autobot falling to the floor face-down as his crane was ripped off, Longarm looked up towards Crankcase, feeling a sickening vibe welling in his circuits as the Dread Commander said something to Crowbar, who proceeded to grab Longarm's left shoulder with his left hand and hauled him up into a kneeling position. Completely uncaring of the excruciating pain it caused Longarm, Crowbar wedged the hot barrel of his Path Blaster through the opening in Longarm's back caused by the removal of his crane, and fired a punctual round.

His spark being extinguished as his chest plating was blown wide open, Crowbar pulled his gun out and returned his right arm to its normal configuration as Longarm's lifeless, smoldering husk fell to the floor, his head disconnecting on impact as one last insult to the Autobot's memory.

"Lord Megatron, Crankcase reporting in. We have landed in the area the humans call Illinois and exterminated Longarm." Crankcase phoned in, contacting Megatron long-distance.

"Good….take Longarm's husk and meet with Flatline in Bryce Canyon, Arkansas, I'm sure he could have some use for the body. If he doesn't, feed it to Hatchet." Megatron ordered, already more pleased with Crankcase's performance than he ever would be with Starscream's.

"Understood." Crankcase nodded, closing the line before making a hand gesture to Hatchet, who pushed his head under Longarm's smoldering body, lifting his head to roll the Autobot corpse onto his back as Crowbar collected Longarm's severed arm, shoulder pad, and crane assembly. "We move at night, hide during the day, and at all costs avoid any and all contact or sighting with humans or Autobots. We don't want the Autobots to know one of theirs has fallen. Not yet at least."


End file.
